Information
Corporate Stock Certificates - Kit
Provided under agreement with copyright holder,
© Nova Publishing Company 2004
This kit provides tools for administrating the issuance and transfer of your corporation’s stock.
Corporate stock represents the money or property that is invested in a corporation. It is a
representation of the share of ownership in a corporate business. When a corporation files its
Articles of Incorporation with the state, it indicates how many shares of stock it will be
authorized to issue (for example, 500 shares). When the authorized shares are sold or transferred
to a shareholder for something of value (money, property, or labor), the shares are said to be
“issued and outstanding.” All of the authorized shares need not be issued. The ownership of the
shares in the corporation is then evidenced by a stock certificate describing the number of shares
owned.
Included in this packet are the following:
 Notes regarding Stock Value and Characteristics
 Stock Checklist
 Receipt for Stock Certificate
 Lost Stock Affidavit
 Corporate Stock Certificate (Front and Back) – see instructions below
 Stock Transfer Book (Sample Page) – see instructions below
Note: This packet includes materials generally applicable to corporations in any state. However,
there may be some state-specific rules regarding the issuance and transfer of corporate stock.
Please consult your Secretary of State’s website for specific information for your state.
Corporate Stock Certificate and Stock Transfer Book: You can download the Corporate
Stock Certificate and Stock Transfer Book Page from our site at
http://www.findlegalforms.com/public/CORP-SCST.pdf
Disclaimer
No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc.
does not provide legal advice. The purchase and use of these materials is subject to the
“Disclaimers and Terms of Use” found at findlegalforms.com.
These materials are provided "AS-IS.” We do not give any express or implied warranties of
merchantability, suitability or completeness for any of the materials for your particular needs.
The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents,
partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or
liable for any direct, indirect, incidental, special, exemplary, or consequential damages
(including, but not limited to, procurement of substitute goods or services; loss of use, data, or
profits; or business interruption) however caused and on any theory of liability, whether in
contract, strict liability, or tort (including negligence or otherwise) arising in any way out of
the use of these materials.
An attorney should be consulted for all serious legal matters.
Notes Regarding Stock Value and Characteristics
The value of your corporation’s shares of stock can be a specific “par” value (for example, $1.00
per share) or they can be “no-par” value, which allows the board of directors to fix the value of
the shares by resolution. If the shares are given a par value, the stock must be sold for at least
the stated par value. The concept of par value is gradually being eliminated from modern
business corporation acts, allowing board of directors discretion to fix the value of the shares.
All states allow the use of no-par stock.
Note that there are many, many variable characteristics that can be given to stock. The forms
included in this kit are based on basic single-class common stock with voting rights. Classes of
stock may, however, be created with non-voting attributes, with preferences for dividends, and
with many other different characteristics. Most small business corporations can operate
efficiently with a single class of common stock with voting rights.
There is no requirement that a corporation’s stock certificates be in a particular format. The
sample stock certificate included in this kit is a simple generic form. If you desire, you may
obtain fancy blank stock certificates from most office supply stores, but these are not required.
For the issuance of stock, follow the steps shown below in the Stock Checklist. Each of the steps
taken at a meeting of the board of directors must be documented with a board resolution. Also
included in this kit is a page for use in your corporation’s stock transfer book, which should be
included in your basic corporate record book.
Stock Checklist
□
□
□
□
□
Designate the number of authorized shares in the Articles of Incorporation and whether they
are par or no-par value
At the initial board of directors meeting, determine the number of shares to be issued
If the shares are no-par, determine the value of the shares at the initial board of directors
meeting
At a board of directors meeting, determine who will purchase shares and how many will be
sold to each person
If necessary, at a board of directors meeting, the board of directors must fix the value of any
property that will be accepted in exchange for shares of stock
□
At a board of directors meeting, authorize officers to issue shares to persons designated
□
The secretary will then prepare the appropriate stock certificates
□
□
□
□
□
If there are restrictions on the transfer of stock, note the restrictions on the back of the
certificate
All of the officers of the corporation will sign the certificates
The secretary will receive the money or property from the purchasers and deposit any funds
in the corporate bank account
The secretary will issue the certificates and receipts for money or property and record the
transaction in the corporate stock transfer book
If a certificate is lost, use the Lost Stock Affidavit included in this kit
Receipt for Stock Certificate of ____________________
On this date, ____________, 20 ___, a shareholder in this corporation has purchased _____
shares of common stock in this corporation, represented by Stock Certificate Number
____________.
This certificate represents __________ percent (%) of ownership in this corporation.
The shareholder has transferred to the corporation the following assets, with a fair market value
of $ __________ in consideration for the receipt of the shares of stock:
Payment in full has been received for these shares and the shares have been issued by the
corporation, transferred to the shareholder, and received by the shareholder.
Record of this transaction has been recorded in the Stock Transfer Book of this corporation.
Dated: ____________, 20 ___
Corporate Seal
__________________________________
Signature of Secretary of Corporation
__________________________________
Printed Name of Secretary of Corporation
__________________________________
Signature of Shareholder
__________________________________
Printed Name of Shareholder
Lost Stock Affidavit
State of ______________________
County of ____________________
Being duly sworn, the undersigned states the following on oath:
1. My name is ____________________, and my address is ____________________, in the
City of _________________, in the State of ____________.
2. I am the lawful owner of _____ shares of issued and outstanding common stock of
____________________, a corporation registered in the State of ____________.
3. I have not sold, exchanged, transferred, or pledged any of these shares in any manner and the
shares have been in my sole possession at my residence since issuance. I am now unable to
locate these shares and believe that they have been lost, stolen, or misplaced.
4. I request the issuing corporation to issue a duplicate stock certificate for ownership of these
shares without surrender of the original shares.
5. I agree to indemnify and hold the issuing corporation harmless from any liability or expenses
which may result from reliance on this affidavit.
Dated: ____________, 20 ___
__________________________
Signature of Stockholder
__________________________
Printed Name of Stockholder
Subscribed and sworn to before me on ____________, 20 ___.
__________________________
Signature of Notary Public
Notary Public, In and for the County of __________
State of __________
My commission expires: ____________
Notary Seal